MAXLINEAR, INC — Director's Dealing 2023

Feb 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-02-03

Reporting Person: WALSH BRENDAN (VP, Product Line Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-03	Common Stock	A	5694	—	Acquired	170438	Direct
2023-02-06	Common Stock	F	3274	$38.87	Disposed	167164	Direct
2023-02-06	Common Stock	A	23136	—	Acquired	190300	Direct
2023-02-06	Common Stock	F	12458	$38.87	Disposed	177842	Direct
2023-02-06	Common Stock	A	15423	—	Acquired	193265	Direct
2023-02-06	Common Stock	F	8305	$38.87	Disposed	184960	Direct
2023-02-06	Common Stock	A	3813	—	Acquired	188773	Direct
2023-02-06	Common Stock	F	2053	$38.87	Disposed	186720	Direct
2023-02-06	Common Stock	A	2542	—	Acquired	189262	Direct
2023-02-06	Common Stock	F	1368	$38.87	Disposed	187894	Direct
2023-02-06	Common Stock	A	757	—	Acquired	188651	Direct
2023-02-06	Common Stock	F	407	$38.87	Disposed	188244	Direct
2023-02-06	Common Stock	A	505	—	Acquired	188749	Direct
2023-02-06	Common Stock	F	271	$38.87	Disposed	188478	Direct

Footnotes

F1: Represents shares of Common Stock issued to the Reporting Person for the 2022 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 3, 2023.

F2: On February 6, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 6, 2023.

F3: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 fiscal year that were approved as part of the 2020 performance-based restricted stock award granted on March 31, 2020. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 6, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 6, 2023.

F4: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 fiscal year that were approved as part of the 2021 performance-based restricted stock award granted on May 20, 2021. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 6, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 6, 2023.

F5: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 fiscal year that were approved as part of the 2022 performance-based restricted stock award granted on January 3, 2022. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 6, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 6, 2023.